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       T R O U B L E D   C O M P A N Y   R E P O R T E R

                   L A T I N   A M E R I C A

           Monday, December 30, 2002, Vol. 3, Issue 256

                           Headlines


A R G E N T I N A

CLAXSON INTERACTIVE: Finalizes TV Deal With Playboy Enterprises
VINTAGE PETROLEUM: S&P Keeps Negative Outlook Despite Export OK


B R A Z I L

ELETROPAULO METROPOLITANA: Suspends Dividends To Preserve Cash
EMBRATEL: WorldCom Issues October 2002 Operating Results
EMBRATEL: Stock Volatility Reflects Uncertain Future


C O L O M B I A

SEVEN SEAS: AMEX Halts Trading Pending Bankruptcy Proceeding


M E X I C O

AHMSA: To Spend $3M On Maintenance Work
CORPORACION DURANGO: Fitch Goes Negative Watch Pending Debt Deal
CYDSA: Misses $7.5M Interest Payment on Medium-Term Bonds
FAR-BEN: Chilean Company Completes Acquisition
GRUPO TMM: Commences Exchange Offers; Consent Solicitations

HYLSA: Restructuring Prompts Fitch Upgrade To CCC(mex)
STATE PENSION FUND: Nears Insolvency; Huge Shortfall Looms


P E R U

EMPRESAS LUCCHETTI: Files Protest With International Court


V E N E Z U E L A

PDVSA: To Dismiss Another 400 Workers; Withdraws Money From Fund


     - - - - - - - - - -

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A R G E N T I N A
=================

CLAXSON INTERACTIVE: Finalizes TV Deal With Playboy Enterprises
---------------------------------------------------------------
Playboy Enterprises, Inc. (NYSE: PLA PLAA) (PEI) and Claxson
Interactive Group Inc. (Claxson) announced Thursday completion of
a new deal replacing their joint venture with Playboy TV
International, LLC (PTVI). Under the terms of the new agreements,
PEI's equity in the venture's international networks and
television distribution outside of Latin America and Iberia
increases to 100% from 19.9% in return for the release of Claxson
from future library and programming payments. Claxson and PEI
will retain their existing 81%/19% respective ownership splits in
Playboy TV Latin America and Iberia (PTVLA).

PTVI was created in 1999 as a joint venture between PEI and an
affiliate of the Cisneros Group, which in 2001 combined with
other entities to become Claxson. PEI owned 19.9% of the venture
with the option to buy up to 50%, while Claxson owned 80.1%.
PTVI's mission was to launch, own and operate Playboy TV networks
outside of the United States and Canada. Since its formation,
PTVI has launched 16 Playboy TV and movie networks in 36
countries. Today, these networks, combined with those that PEI
had launched prior to 1999, collectively reach approximately 34
million households.

As part of the original 1999 agreement, PEI was scheduled to
receive from PTVI $100 million primarily in international
television programming and trademark payments in exchange for
rights to its then existing library. Of the $100 million, $42.5
million has been paid to date with $57.5 million remaining
outstanding. In addition, through September 30, PEI also received
$34.2 million in quarterly payments as part of the original PTVI
long-term output agreement for the international television
rights to programming. Under the new arrangement, these payments
from PTVI to PEI will end, and Claxson will not be required to
fund the remaining capital contributions under the original
operating agreement.

Under the new agreements, PEI is assuming ownership of 27
networks in Europe and Asia. PEI said that even without the
programming payments, it expects the international TV business to
contribute positive cash flow in 2003. PEI also said that the
PTVI networks will be consolidated into its Entertainment Group
for financial reporting purposes.

Likewise, Claxson will obtain control over PTVLA's management and
will consolidate its operations into its Pay TV division for
financial reporting purposes. Going forward, PTVLA will consist
of the Playboy TV and movie networks in Latin America, Spain and
Portugal, including 100% of a local adult channel, Venus. PEI
will receive an annual license fee of 17.5% of PTVLA's revenues
with a guaranteed annual minimum in return for programming and
trademark rights.

Christie Hefner, chairman and chief executive officer of PEI,
said: "Our international TV networks have proven to be highly
successful and represent significant growth potential both in
existing territories where household penetration is only 10% now
and new countries."

Roberto Vivo, chairman and chief executive officer of Claxson,
said: "With this new agreement, Claxson solidifies its financial
position and continues to develop a long-term partnership with
one of the leading brands in the world. By combining our
expertise in managing Playboy TV in Latin America and Iberia with
PEI's brand awareness and programming expertise, we are sure that
we can continue to add value to both companies' international
operations."

Other terms of the agreement include the following:

* PEI obtains 100% ownership of Playboy TV en Espanol, the US
Hispanic network reaching more than three million households,
paying a fee of 20% of U.S. Hispanic revenues for the PTVLA feed;

* Claxson returns to PEI its approximately 3% equity stake in
Playboy.com;

* The two companies agree to restructure their Latin American
internet joint venture in favor of revenue share and promotional
agreements for their respective internet businesses in Latin
America.

* The agreements are effective April 1, 2002.

This press release contains "forward-looking statements," as to
expectations, beliefs, plans, objectives and future financial
performance, and assumptions underlying or concerning the
foregoing. These forward-looking statements involve known and
unknown risks, uncertainties and other factors, which could cause
Playboy's actual results, performance or outcomes to differ
materially from those expressed or implied in the forward-looking
statements. The following are some of the important factors that
could cause Playboy's actual results, performance or outcomes to
differ materially from those discussed in the forward-looking
statements:

(1) foreign, national, state and local government regulation,
actions or initiatives, including:
    (a) attempts to limit or otherwise regulate the sale,
        distribution or transmission of adult-oriented materials,
        including print, video and online materials,

    (b) limitations on the advertisement of tobacco, alcohol and
        other products which are important sources of
        advertising revenue for Playboy,

    (c) substantive changes in postal regulations or rates which
        could increase Playboy's postage and distribution costs,
        or

    (d) changes in or increased regulation of gaming businesses,
        which could limit Playboy's ability to obtain licenses,
        and the impact of any new legislation on gaming
        businesses generally;

(2) risks associated with Playboy's foreign operations, including
market acceptance and demand for Playboy products and the
products of its licensees and Playboy's ability to manage the
risk associated with its exposure to foreign currency exchange
rate fluctuations;

(3) increases in interest rates;

(4) changes in general economic conditions, consumer spending
habits, viewing patterns, fashion trends or the retail sales
environment which, in each case, could reduce demand for
Playboy's programming and  products and impact its advertising
revenues;

(5) Playboy's ability to protect its trademarks and other
intellectual property;

(6) risks as a distributor of media content, including Playboy
becoming subject to claims for defamation, invasion of privacy,
negligence, copyright, patent or trademark infringement, and
other claims based on the nature and content of the materials
distributed; (7) the dilution from any potential issuance of
additional common stock in connection with acquisitions Playboy
makes or investments in Playboy.com;

(8) competition for advertisers from other publications, media or
online providers or any decrease in spending by advertisers,
either generally or with respect to the adult male market;

(9) competition in the television, men's magazine and Internet
markets;

(10)the television and Internet businesses reliance on third
parties for technology and distribution, and any changes in that
technology and/or unforeseen delays in its implementation which
might affect Playboy's plans and assumptions;

(11) risks associated with losing access to transponders,
competition for transponders and channel space and any decline in
Playboy's access to, and acceptance by, cable and DTH systems or
any deterioration in the terms or cancellation of fee
arrangements with operators of these  systems;

(12) attempts by consumers or citizens groups to exclude
Playboy's programming from pay television distribution;

(13) risks associated with integrating the operations of the
networks related to the Califa acquisition and the risks that
Playboy may not realize the expected operating efficiencies,
synergies, increased sales and profits and other benefits from
the acquisition;

(14) risks associated with the impact that the financial
condition of Claxson Interactive Group Inc. or any of its
subsidiaries (Claxson), Playboy's venture partner, may have on
its existing PTVLA partnership relationship or the recently
concluded restructuring of the joint venture relationships
between Playboy and its affiliates, on the one hand, and Claxson
and its affiliates, on the other hand, and the risks that Playboy
may not realize the expected operating efficiencies, synergies,
revenues and profits and other benefits from the restructuring of
Playboy's joint venture relationships;

(15) increases in paper or printing costs;

(16) effects of the national consolidation of the single-copy
magazine distribution system;

(17) uncertainty of the viability of the Internet gaming, e-
commerce, advertising and subscription businesses; and

(18) Playboy's ability to obtain adequate third-party financing
to fund its Internet business, and the timing and terms of such
financing.

About Claxson

Claxson Interactive Group Inc. is a multimedia company providing
branded entertainment content targeted to Spanish and Portuguese
speakers around the world. Claxson has a portfolio of popular
entertainment brands that are distributed over multiple platforms
through its assets in pay television, broadcast television, radio
and the Internet. Claxson was formed on September 21, 2001 in a
merger transaction, which combined El Sitio, Inc. and other media
assets contributed by funds affiliated with Hicks, Muse, Tate &
Furst Inc. and members of the Cisneros Group of Companies.
Headquartered in Buenos Aires, Argentina, and Miami Beach,
Florida, Claxson has a presence in all key Ibero-American
countries, including without limitation, Argentina, Mexico,
Chile, Brazil, Spain, Portugal and the United States.

CONTACT:  Claxson Interactive Group, Inc. and Playboy
          Enterprises, Inc.; Jeff Majtyka of Brainerd
          Communicators, +1-212-986-6667, for Playboy; or
          Alfredo Richard for Claxson, +1-305-894-3588
          URL: http://www.claxson.com


VINTAGE PETROLEUM: S&P Keeps Negative Outlook Despite Export OK
---------------------------------------------------------------
Standard & Poor's Ratings Services said that the Argentine
government's announcement that it will issue a decree on January
1, 2003, extending the rule that currently allows oil producers
to export up to 70% of production, would not immediately affect
Vintage Petroleum Inc.'s (BB-/Negative/--) ratings or outlook.
While the extension eases fears that the government might move to
a much more restrictive limit on exports, the ongoing economic
and political instability in Argentina continues to cause concern
regarding the stability of Vintage's operations there.
Accordingly, rating and outlook improvements are unlikely until
Argentina's economic and political conditions stabilize and
greater clarity emerges regarding Vintage's operating environment
there.

ANALYSTS: John Thieroff, New York (1) 212-438-7695
          Scott A. Beicke, New York (1) 212-438-7663



===========
B R A Z I L
===========

ELETROPAULO METROPOLITANA: Suspends Dividends To Preserve Cash
--------------------------------------------------------------
Shares of Brazilian power distributor Eletropaulo Metropolitana
slipped 0.2% to BRL26.79 despite a disclosure that it suspended
the payment of BRL156.2 million in dividends for 2002. In early
December, Eletropaulo had already announced its intention not to
make expected dividend payments. But the final decision was
announced following an extraordinary general assembly on Tuesday,
relates Dow Jones.

"The board believes the company's cash flow situation is
incompatible with the need for dividend payments previously
proposed in the general assembly of April 29, 2002," Eletropaulo
explained in a statement.

Eletropaulo said its current financial situation is a result of
changes in the domestic and international scenarios in 2002 and
of an electricity rationing program, which ended in February this
year.

CONTACT:  ELETROPAULO METROPOLITANA
          Avenida Alfredo Egidio de Souza Aranha 100-B,
          13 andar 04726-270 San Paulo
          Brazil
          Phone: +55-11-548-9461, +55 11 5696 3595
          Fax: +55-11-546-1933
          URL: http://www.eletropaulo.com.br
          Contacts:
          Luiz D. Travesso, Chairman and President
          Orestes Gonzalves Jr., VP Finance/Investor Relations


EMBRATEL: WorldCom Issues October 2002 Operating Results
--------------------------------------------------------
WorldCom, Inc. filed its October 2002 Monthly Operating Report
Thursday with the U.S. Bankruptcy Court for the Southern District
of New York. During the month of October 2002, WorldCom recorded
$2.3 billion in revenue, $300 million in earnings before
interest, taxes depreciation and amortization (EBITDA) and a net
loss from continuing operations of $205 million. WorldCom's
capital expenditures for the month were approximately $53
million, including $22 million for property and equipment and $31
million for related software.

WorldCom ended October with approximately $2.1 billion in cash on
hand, an increase of $600 million from the beginning of the month
with approximately half of the increase the result of non-
recurring receivables collections.

The financial results discussed in this release and the October
2002 Monthly Operating Report exclude the results of Embratel.
However, this Monthly Operating Report includes a supplemental
schedule that reflects WorldCom's consolidated Statement of
Operations for the third quarter of 2002 ended September 30,
2002, which includes Embratel results. Until WorldCom completes a
thorough balance sheet evaluation, including reviews of goodwill,
property and equipment, accrual balances and allowances for
doubtful accounts, the Company will not issue a balance sheet or
cash flow statement as part of its Monthly Operating Report.

Based on current information and a preliminary analysis of its
ability to satisfy outstanding liabilities, WorldCom believes
when it emerges from bankruptcy proceedings, its existing
WorldCom and Intermedia preferred stock and WorldCom group and
MCI group tracking stock issues will have no value.

About WorldCom, Inc.

WorldCom, Inc. (WCOEQ, MCWEQ) is a pre-eminent global
communications provider for the digital generation, operating in
more than 65 countries. With one of the most expansive, wholly-
owned IP networks in the world, WorldCom provides innovative data
and Internet services for businesses to communicate in today's
market. In April 2002, WorldCom launched The Neighborhood built
by MCI - the industry's first truly any-distance, all-inclusive
local and long- distance offering to consumers for one fixed
monthly price. For more information, go to
http://www.worldcom.com.

CONTACT:  WorldCom, Inc.
          News Media: News Bureau, +1-800-644-NEWS
          URL: http://www.worldcom.com


EMBRATEL: Stock Volatility Reflects Uncertain Future
----------------------------------------------------
Shares of Brazilian long distance operator Embratel tumbled 42
centavos, or 9.5%, to BRL4.01 Thursday, its biggest one-day
decline in a month, reveals Bloomberg. However, the stock has
gained 80% in the past 90 days, far outpacing the 22% rise in the
index.

"The rally was more speculative than based in fundamentals," said
Andre Querne, who helps manage about BRL800 million in assets,
mostly equities, for Maxima Asset Management in Rio de Janeiro.

"Today [Thursday], some investors are taking profits by selling
the stocks that have gained the most recently."

Embratel is struggling with debts totaling US$1.3 billion and is
facing a possible takeover by Brazil's three fixed line
incumbents - Telemar, Telesp and Brasil Telecom. Reports have it
that these three incumbents have created an investment fund to
make a takeover bid for Embratel in their behalf.

However, Embratel claims the three operators are bluffing and the
"rumored" takeover plan is designed to destabilize the Company's
debt restructuring talks.

Embratel is seeking to renegotiate this month US$750 million in
debt held by 20-25 local and international banks, and development
agencies. The debt-restructuring talks will be mediated by Bank
of America with the assistance of Maria Silvia Marques, former
head of steel company Companhia Siderurgica Nacional.

CONTACT:    EMBRATEL PARTICIPACOES S.A.
            Investor Relations
            Silvia Pereira
            Tel. (55 21) 2519-9662
            Fax: (55 21) 2519-6388
            Email: Silvia.Pereira@embratel.com.br
                   invest@embratel.com.br
                      or
            Press Relations:
            Helena Duncan/Mariana Palmeira
            Tel: (55 21) 2519-3653/3654
            Fax: (55 21) 2519-8010
            Email: hduncan@embratel.com.br
                   mpalm@embratel.com.br



===============
C O L O M B I A
===============

SEVEN SEAS: AMEX Halts Trading Pending Bankruptcy Proceeding
------------------------------------------------------------
Seven Seas Petroleum Inc. (Amex: SEV) announced that the American
Stock Exchange ("AMEX") halted trading of the Company's shares
effective December 24, 2002. The AMEX's decision is in response
to the involuntary bankruptcy petition filed by the holders of
the majority of the Company's $110 Million Senior Subordinated
Notes on December 22, 2002. As previously announced, the Company
does not intend to appeal the AMEX's decision to delist and
expects a delisting of the Company's shares on December 27, 2002.
The Company plans to pursue quotation of its shares on the OTC
Bulletin Board.

As previously announced, Seven Seas will consider various
responses and alternatives prior to taking any action with
respect to the involuntary petition.

Seven Seas Petroleum Inc. is an independent oil and gas
exploration and production company operating in Colombia, South
America.

CONTACT:  Seven Seas Petroleum Inc.
          Daniel Drum, Investor Relations
          +1-713-622-8218
          URL: http://www.sevenseaspetro.com



===========
M E X I C O
===========

AHMSA: To Spend $3M On Maintenance Work
---------------------------------------
AHMSA, Mexico's largest integrated steelmaker, will allocate US$3
million for maintenance work at its blast furnace No.1 and
rolling mill, reports El Norte. According to AHMSA's rolling
plant chief Luis Zamudio Miechelsen, the work will start January
6 and take 10 days, during which time the units will be out of
service.

Other maintenance is planned for blast furnace No.4, and
reheating furnaces numbers 3 and 4, among other work, El Norte
adds.

AHMSA, which halted payments of its US$1.85 billion in debt, is
expected to submit in February a new financial restructuring plan
to creditor banks. The idea is to submit specific proposals to
each creditor, giving the banks a "menu of options" from which to
choose.

AHMSA earlier submitted a restructuring plan but creditors
rejected it, deeming the offers insufficient. Under the plan,
Ahmsa's controlling group GAN offered to give the financial
institutions 40% of the Company in return for writing off US$1.3
billion of the debt while GAN would maintain 50.1% of shares and
the other US$500 million in debt would be paid off over 15 years.

With the new plan, company officials say they aim to avoid the
mistake of offering the "same deal" to all banks.

For three years, AHMSA and lenders were in talks to restructure
debt after the Company ran into deep trouble following a drop in
world steel prices resulting from the 1998 Asian crisis and an
excess of steel products in the market.

Creditors walked away from talks earlier this year saying the
company's management had no desire to strike a deal.

CONTACT:  AHMSA
          Prolongacion B. Juarez s/n,
          Monclova , Coahuila 25770
          Mexico
          http://www.AHMSA.com
          Phone: +52 86 33 81 72
          Fax: +52 86 33 65 66
          Contacts:
          Alonso Ancira Elizondo, CEO, Vice Chairman, Pres/CEO
          Jorge Ancira Elizondo, Chief Financial Officer
          Manuel Ancira Elizondo, Chief Operating Officer


CORPORACION DURANGO: Fitch Goes Negative Watch Pending Debt Deal
----------------------------------------------------------------
Fitch Ratings has placed the 'B+' international foreign and local
currency ratings of Corporacion Durango S.A. on Rating Watch
Negative. This rating action follows the company's recent
announcement that they are evaluating debt-restructuring
alternatives at the holding company. Fitch Ratings will conduct a
review of the company's plans and debt servicing capabilities and
make further rating adjustments as appropriate.

CONTACT:  Joseph Borman 1-312-368-3349 (Chicago)
          Daniel Kastholm 1-312-368-2070 (Chicago)

          Victor Villarreal +528 335 7239 (Monterrey)

MEDIA RELATIONS:  James Jockle 1-212-908-0547 (New York)


CYDSA: Misses $7.5M Interest Payment on Medium-Term Bonds
---------------------------------------------------------
Grupo Celulosa y Derivados (Cydsa), a Mexican industrial group,
informed the Mexico City stock exchange that it failed to make an
interest payment of US$7.5 million on medium-term bonds expiring
in 2009.

"Cydsa reports that it did not make the US$7.5-million interest
payment that was to be made December 23 on the corresponding
medium-term bonds issued abroad and expiring in 2009," the
Company said in a statement to the bourse. The Company is now in
negotiations with creditors to find the best option to meet its
financial obligation, the statement added.

U.S. firms Rothschild Inc. and PricewaterhouseCoopers have been
contracted as assessors in its financial restructuring.

At the end of 2001, Cydsa started extending the expiry dates of
its US$200-million medium-term bonds issued abroad, which expired
in June of this year. The Company repurchased and paid off US$41
million and the remaining US$159 million was set to expire in
June 2009.

Monterrey-based Cydsa has been affected by poor performances from
some of its subsidiaries, which have struggled in the present
economic climate, according to an unnamed company official.

The Company has more than 20 subsidiaries involved in businesses
such as wastewater management, environmental services, textile
manufacture, industrial packaging, chemicals and plastics.

CONTACT:  CYDSA, S.A. DE C.V., IN MEXICO
          Jesus Montemayor, Treasury Director
          +011-528-18-152-4585
          E-mail: jmontemayor@cydsa.com


FAR-BEN: Chilean Company Completes Acquisition
----------------------------------------------
FASA Investment SA, a unit of Chile's Farmacias Ahumada SA
(FASA), concluded the purchase of 67% of Farmacias Benavides SA
(Far-Ben), Mexico's leading drugstore chain.

The operation, according to a report by Mexico City daily el
Economista, included capitalization of MXN450 million (US$44.12
million) by the Chilean company and implies the extension of a
network of 176 stores in Chile, 109 in Brazil, 71 in Peru and 663
in Mexico.

Farmacias Benavides, whose shares are quoted on the stock
exchange, operates 640 pharmacies in 129 cities throughout Mexico
and has more than 8,000 employees. During 2001, the Company
registered sales of US$500 million

Farmacias Ahumada is the largest pharmacy chain in South America,
with 405 pharmacies in Chile, Brazil and Peru.

CONTACT:  FARMACIAS AHUMADA S.A. (Chile)
          Alejandro Rosemblatt, Corporate Finance Manager
          011-56-2-661-9620
          arosemblatt@fasa.ci
          Web site: http://www.fasa.cl

          FARMACIAS BENAVIDES, IN MEXICO
          Enrique Villareal, Finance Director
          Phone: 011- 52-81-8399930
          E-mail: evillareal@benavides.com.mx/


GRUPO TMM: Commences Exchange Offers; Consent Solicitations
-----------------------------------------------------------
Grupo TMM, S.A. (NYSE:TMM and BMV:TMM A) announced Thursday that
it has commenced its previously announced exchange offers for all
of its outstanding 9 1/2 percent Senior Notes due 2003 and its 10
1/4 percent Senior Notes due 2006.

Grupo TMM is offering a like principal amount of its 10 3/4
percent Senior Notes due 2009, which are to be issued at the time
the exchange offers close, for the outstanding Notes. The new
Notes will be guaranteed on a senior unsecured basis by TMM
Holdings, S.A. de C.V., a wholly owned subsidiary that indirectly
owns all of TMM's interest in Grupo Transportaci¢n Ferroviaria
Mexicana, S.A. de C.V. ("TFM"), which operates TMM's rail
operations. Both exchange offers are being made upon the terms
and subject to the conditions set forth in the prospectus and
letter of transmittal related to the exchange offers.

Concurrently with the exchange offers, Grupo TMM is soliciting
consents from holders of the existing Notes to effect certain
amendments which would eliminate certain restrictive covenants
and amend certain other provisions of the respective indentures
under which the existing Notes were issued. Holders who tender
their Notes in the exchange offers will be deemed, as a condition
to a valid tender, to have given their consent to the proposed
amendments applicable to the series of existing Notes that they
are tendering.

Subject to the terms and conditions contained in the prospectus
and letter of transmittal related to the exchange offers and
consent solicitations, Grupo TMM will pay a cash consent fee in
an amount of $5.00 for each $1,000 principal amount of existing
Notes validly tendered (without revocation) on or prior to the
consent payment deadline, which is 5:00 p.m., New York City time,
on January 28, 2003, unless extended by Grupo TMM.

The obligation of Grupo TMM to consummate either exchange offer
is conditioned upon, among other things, receipt of valid and
unrevoked tenders representing at least 85 percent in aggregate
outstanding principal amount of the 2003 Notes and at least a
majority of the aggregate outstanding principal amount of the
2006 Notes pursuant to the exchange offers.

The exchange offers will expire at 5:00 p.m., New York City time,
on February 11, 2003, unless extended by Grupo TMM, with respect
to one or both series of existing Notes. Tenders and the related
consents may not be withdrawn at any time after the consent
payment deadline specified above, unless extended by Grupo TMM
with respect to one or both series of existing Notes.

Salomon Smith Barney Inc. is acting as the dealer manager for the
exchange offers and consent solicitations.

Headquartered in Mexico City, Grupo TMM is Latin America's
largest multimodal transportation company. Through its branch
offices and network of subsidiary companies, Grupo TMM provides a
dynamic combination of ocean and land transportation services.
Grupo TMM also has a significant interest in Transportaci¢n
Ferroviaria Mexicana (TFM), which operates Mexico's Northeast
railway and carries over 40 percent of the country's rail cargo.
Grupo TMM's web site address is www.grupotmm.com and TFM's web
site is www.tfm.com.mx. Both sites offer Spanish/English language
options. Grupo TMM is listed on the New York Stock Exchange under
the symbol TMM and Mexico's Bolsa Mexicana de Valores under the
symbol TMM A.

The exchange offers and consent solicitations are made solely by
the prospectus dated December 26, 2002, the related letter of
transmittal and consent, and any amendments or supplements
thereto. Copies of the prospectus and transmittal materials can
be obtained from Mellon Investor Services LLC, the information
agent for the exchange offers and consent solicitations, at the
following address:

     Mellon Investor Services
     44 Wall Street, 7th Floor
     New York, NY 10005
     (888) 689-1607 (toll free)
     (917) 320-6286 (banks and brokers)

This announcement is neither an offer to purchase nor a
solicitation of an offer to sell Grupo TMM Notes. The exchange
offers and consent solicitations are not being made to, nor will
tenders be accepted from, or on behalf of, holders of existing
Notes in any jurisdiction in which the making of the exchange
offers and consent solicitations or the acceptance thereof would
not be in compliance with the laws of such jurisdiction. In any
jurisdiction where securities, blue sky laws or other laws
require the exchange offers and consent solicitations to be made
by a licensed broker or dealer, the exchange offers and consent
solicitations will be deemed to be made on behalf of Grupo TMM by
the dealer manager or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.


HYLSA: Restructuring Prompts Fitch Upgrade To CCC(mex)
-------------------------------------------------------
Fitch has raised its ratings on a medium-term Bond Program for up
to MXN1 billion (US$98.0 million) and a medium-term Bond Issue
for MXN218.64 million Investment Units (Udis) issued by Mexican
steel producer Hylsa.

According to a Business News Americas report, the ratings agency
upgraded the ratings from D(mex) to CCC(mex) following a
September 30 financial restructuring of Hylsa which brought its
debt down to US$768 million from US$1.20 billion.

However, the current rating still indicates a "high risk of non-
compliance. Its [Hylsa's] ability to comply with the financial
obligations depends exclusively on favorable and sustainable
development of the economic and business environment," Fitch said
in a statement.

The Company, one of Mexico's largest steel producers, experienced
increased sales by 6.3% in real terms in the first nine months of
2002 compared to same-period last year to MXN7.28 billion from
MXN6.85 billion, Fitch said. The improvement was due to higher
sales volumes, while the Company has also managed to bring its
costs down.

Monterrey-based Hylsa is the wholly owned steelmaking subsidiary
of Hylsamex, which in turn is 90%-owned by Mexico's Alfa
conglomerate.

To see financial statements:
http://bankrupt.com/misc/Hylsamex.htm

CONTACT:  HYLSAMEX
          Investor Relations
          Margarita Gutierrez
          E-Mail: mgutierrez@hylsamex.com.mx

          Ricardo Sada
          E-Mail: rsada@hylsamex.com.mx
          Phone: (52) 81 8865 1224
                 (52) 81 8865 1201
          Munich 101,
          San Nicolas de los Garza N.L., 66452
          Mexico


STATE PENSION FUND: Nears Insolvency; Huge Shortfall Looms
----------------------------------------------------------
Mexico's fund for pensions and health care for government workers
is now on the brink of insolvency, Bloomberg reported, citing El
Norte. The fund requires some MXN58 billion next year, but the
newspaper, citing Victor Infante, a congressman from the
Institutional Revolutionary Party and a member of the social
security commission, related that the fund will receive only
MXN54.6 billion.

Falling short of the required amount would mean a reduction in
medicine, supplies and maintenance of equipment for the more than
2 million people, including families of government workers, in
the system.

Up to now, congress hasn't proposed any reforms to help rescue
the system. Changes to the fund would be too politically
sensitive, the paper reported, citing Miguel Alonso Raya, a
leader for the National Union of Education Workers.

In 1990, 9.3 active workers supported each pensioner. By 2000,
that ratio had dropped to 2000, 4.9 to 1.


=======
P E R U
=======

EMPRESAS LUCCHETTI: Files Protest With International Court
----------------------------------------------------------
Chilean pasta maker Empresas Lucchetti SA has sought
international arbitration over an eviction order given to its
Peruvian unit. Citing Lucchetti's director general in Peru,
Salvador Calvo Perez, Dow Jones Newswires reports that Lucchetti
took its case to the World Bank's International Center for
Settlement of Investment Disputes (ICSID) after Lima's municipal
council voted to close Lucchetti's pasta plant. Lucchetti, which
is majority-owned by Chilean holding company Quinenco SA (LQ),
claimed it had been singled out as part of any ongoing tension
between the two countries.

But Peru's Foreign Affairs Ministry rejected the complaints,
saying the order to remove the plant was strictly taken on the
municipal level.

"We have made known to the government of Chile that we reject any
suggestions that Lucchetti Peru SA has been the object of any
discriminatory treatment with the consent of the government of
Peru," the Ministry said in a statement.

According to Perez, Lima's municipal council initially approved
the construction of the pasta plant, but then withdrew
permission.

In defense, Lima's municipal officials said Lucchetti never had
the proper permission to build. Lucchetti has invested about
US$150 million in the plant, according to Chilean officials.

CONTACT:  EMPRESAS LUCCHETTI S.A.
          2600 Av Vicuna Mackenna
          Comuna de Macul Santiago
          Chile
          Phone: +56 238 2711
                 +56 238 6592
          Home Page: http://www.lucchetti.cl/



=================
V E N E Z U E L A
=================

PDVSA: To Dismiss Another 400 Workers; Withdraws Money From Fund
----------------------------------------------------------------
Up to 400 managers and administrators from state oil company
Petroleos de Venezuela SA (PDVSA) are about to lose their jobs as
the government scrambles to halt a strike that has gone on for
almost a month now, reports El Universal. The new layoffs, which
would follow the dismissal of 94 managers, are expected to take
place within a few days.

Meanwhile, El Universal also reports that PDVSA withdrew US$500
million from the country's "rainy day fund," to alleviate cash
flow problems caused by the strike that has nearly paralyzed oil
exports. The withdrawal was made Dec. 20, according to central
bank figures, says the newspaper.

The fund was created to save excess oil revenue when prices were
high to save for periods when oil prices dip.

Venezuela's nationwide strike, which has paralyzed oil exports
from the U.S.'s fourth-largest supplier of crude, has strangled
transportation, created food shortages and threatens to cripple
the country's US$100-billion economy.



               ***********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter Latin American is a daily newsletter
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and Beard Group, Inc., Washington, DC. John D. Resnick, Edem
Psamathe P. Alfeche and Oona G. Oyangoren, Editors.

Copyright 2002.  All rights reserved.  ISSN 1529-2746.

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